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Tasty Baking Company (Nasdaq: TSTY) $1.61, and Flowers Foods (NYSE: FLO) today announced a definitive merger agreement whereby Flowers will acquire all of the outstanding shares of Tasty common stock for $4.00 per share in cash for a total purchase price of approximately $165 million, including Tasty's existing indebtedness.
Under the terms of the agreement, Flowers will commence a tender offer to acquire all of the outstanding shares of Tasty common stock for $4.00 per share in cash. The transaction is expected to close during the second quarter of 2011 and is subject to customary closing conditions and approvals, as well as a majority of the outstanding shares of Tasty common stock being validly tendered and not withdrawn in the tender offer. The agreement has been unanimously approved by the Boards of Directors of both companies. Flowers intends to fund the transaction through cash-on-hand and credit facilities. There is no financing condition to the offer. Upon completion of the transaction, Tasty will become part of Flowers' direct-store-delivery segment.
What They Do: Tasty Baking Company founded in 1914 and headquartered in Philadelphia, Pa., is one of the country's leading bakers of snack cakes, pies, cookies, and donuts.
Global Crossing Limited (Nasdaq: GLBC) $14.80 and Level 3 Communications (Nasdaq: LVLT) today announced that they have entered into a definitive agreement under which Level 3 will acquire Global Crossing in a tax-free, stock-for-stock transaction. The combined company will operate a unique global services platform anchored by fiber optic networks on three continents, connected by extensive undersea facilities. The combined network will serve a worldwide customer set with owned network in more than 50 countries and connections to more than 70 countries. This transaction will create a company with pro forma combined 2010 revenues of $6.26 billion and pro forma combined 2010 Adjusted EBITDA of $1.27 billion before synergies and $1.57 billion after expected synergies.
Under the terms and subject to the conditions of the agreement, Global Crossing shareholders will receive 16 shares of Level 3 common stock for each share of Global Crossing common stock or preferred stock that is owned at closing. Based on Level 3’s closing stock price on April 8, 2011, the transaction is valued at $23.04 per Global Crossing common or preferred share, or approximately $3.0 billion, including the assumption of approximately $1.1 billion of net debt as of Dec. 31, 2010. Global Crossing has approximately 79 million basic and preferred shares outstanding and approximately 83 million shares outstanding on a fully diluted basis, giving effect to outstanding stock awards, but excluding performance-based stock grants.
What They Do: Global Crossing is a leading global IP, Ethernet, data center and video solutions provider with the world's first integrated global IP-based network.
American Medical Systems (Nasdaq: AMMD) $22.98 and Endo Pharmaceuticals (Nasdaq: ENDP) today announced that they have entered into a definitive agreement under which Endo will acquire AMS, a leading provider of world-class devices and therapies for male and female pelvic health, for $30 per share, or $2.9 billion in cash, which includes the assumption and repayment of $312 million of AMS debt. The combined company will be positioned to deliver more comprehensive healthcare solutions across its diversified businesses in branded pharmaceuticals, generics and devices and services, in the key therapeutic areas of urology and pain.
AMS is a market leading provider of medical devices and therapies that help restore pelvic health, and is recognized as a technology leader for developing minimally invasive and more cost effective solutions, serving urologists, urogynecologists, and gynecologists. AMS' business consists of three segments: Men's Health, Women's Health and BPH (Benign Prostatic Hyperplasia) Therapy, with approximately 73 percent of its sales in the U.S. and the remainder coming from its international presence in Europe, Canada and the Asia Pacific and Latin America regions.
What They Do: American Medical Systems is a diversified supplier of medical devices and procedures to treat incontinence, erectile dysfunction, benign prostatic hyperplasia (BPH), pelvic floor prolapse and other pelvic disorders in men and women.
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